Securities code: 300525 securities abbreviation: Fujian Boss Software Corp(300525) Announcement No.: 2021-153 Fujian Boss Software Corp(300525)
With regard to the announcement of signing a conditional share subscription agreement with a specific object, the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Fujian Boss Software Corp(300525) (hereinafter referred to as “the company”) held the 7th Meeting of the 4th board of directors on December 29, 2021, which deliberated and adopted the agreement on signing the agreement between the company and the subscription object of this offering
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It is agreed that the company and Mr. Chen Hang sign the conditional effective share subscription agreement.
1、 Main contents of the conditional effective share subscription agreement
(i) Contract subject and signing time
Party A / issuer: Fujian Boss Software Corp(300525)
Party B / subscriber: Chen Hang
Signed on: December 29, 2021
Agreement Name: conditional share subscription agreement (hereinafter referred to as “this Agreement”)
（2） Subscription method, subscription price, issuance quantity and sales restriction period
1. Subscription method
Party B will subscribe all the shares issued by Party A in cash.
2. Subscription price
The benchmark date for the pricing of shares issued to specific objects is the announcement date of the resolution of the seventh meeting of the Fourth Board of directors of the company.
The price at which Party B subscribes for the shares issued by Party A to specific objects this time is 17.00 yuan / share, which shall not be lower than the average stock trading price of 20 trading days before the pricing benchmark date (average stock trading price of 20 trading days before the pricing benchmark date = total stock trading volume of 20 trading days before the pricing benchmark date / total stock trading volume of 20 trading days before the pricing benchmark date)
Securities code: 300525 securities abbreviation: Fujian Boss Software Corp(300525) Announcement No.: 80% of 2021-153.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price will be adjusted accordingly.
The adjustment formula is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P0 is the issue price before adjustment, the cash dividend distributed per share is D, the number of bonus shares or converted share capital per share is n, and the issue price after adjustment is P1.
3. Subscription quantity
The total number of shares issued by Party A to specific objects this time shall not exceed 11764705 shares (including this number), and shall not exceed 30% of the total share capital of Party A before this issuance. The final number and subscription amount of Party B’s subscription for this issuance of Party A will be determined by the board of directors of Party A and its authorized persons authorized by the general meeting of shareholders of Party A through consultation with the sponsor (lead underwriter) according to the specific circumstances.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the number of shares issued this time will be adjusted accordingly. The final number of shares issued shall be subject to the number of shares registered by the CSRC for this issuance.
4. Restricted period
Party B subscribes for the shares issued this time, It shall not be transferred within 18 months from the date of completion of this issuance (if laws, regulations and relevant regulations of Shenzhen Stock Exchange have other provisions on the lock-in period of the shares issued this time, it shall be handled in accordance with the provisions). The shares derived from the shares issued this time by Party A obtained by Party B due to the distribution of stock dividends or the conversion of capital reserve into share capital by Party A shall also comply with the above share lock-in arrangement.
After the expiration of the above-mentioned lock-in period, the shares of Party A obtained by Party B through this issuance will be unlocked in accordance with the laws and regulations in force at that time and the relevant provisions of Shenzhen Stock Exchange.
（3） Time and payment of share subscription
1. Subscription time
Securities code: 300525 securities abbreviation: Fujian Boss Software Corp(300525) Announcement No.: 2021-153 Party A shall start the issuance within 12 months from the date of obtaining the registration document of the CSRC, and Party B shall complete the subscription according to the issuance plan agreed by the CSRC and the agreement within the above period.
2. Payment of price
Party B agrees to irrevocably perform its subscription obligations in accordance with the number of shares subscribed, the subscription amount and the subscription price determined in this Agreement; After Party A’s issuance of shares to specific objects is approved and registered by the CSRC, and Party B receives the subscription payment notice issued by Party A and / or the underwriter hired by Party A for this issuance, Party B shall transfer the subscription payment determined in this agreement to the account specially opened by the underwriter for this Issuance at one time according to the specific payment date determined by Party A and the underwriter.
3. Share registration
After Party B pays the subscription money in full according to the specified procedures, Party A shall record the issuer’s shares actually subscribed by Party B into Party B’s name through the securities registration system of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. in accordance with the procedures specified by China Securities Regulatory Commission, Shenzhen Stock exchange and securities registration and settlement department, so as to realize delivery. （4） Establishment and effectiveness of the agreement
This Agreement shall be established from the date when the designated representative or authorized representative of Party A signs and affix the official seal of Party A and Party B signs.
Except that the confidentiality obligations agreed in this Agreement shall take effect from the date of establishment of this agreement, this Agreement shall take effect immediately after all the following conditions are met:
1. This agreement has been established;
2. The issuance has been deliberated and approved by the board of directors and the general meeting of shareholders of Party A;
3. The issuance of shares to specific objects has been reviewed and approved by Shenzhen Stock Exchange and registered with the consent of China Securities Regulatory Commission.
（5） Liability for breach of contract clause
1. If one party of this agreement violates the obligations, statements, guarantees and commitments agreed in this agreement, it will constitute a breach of contract. The observant party has the right to require the breaching party to bear the liability for breach of contract, and the breaching party shall be responsible for compensating the observant party for the losses suffered thereby
Securities code: 300525 securities abbreviation: Fujian Boss Software Corp(300525) Announcement No.: 2021-153.
2. If the issue of shares to specific objects agreed under this agreement is not approved by (1) the board of directors and the general meeting of shareholders of Party A; or (2) reviewed and approved by Shenzhen Stock Exchange and registered with the consent of China Securities Regulatory Commission, it will not constitute Party A’s breach of contract.
3. If either party fails to perform or partially fails to perform its obligations under this agreement due to force majeure and no fault of itself, it shall not be deemed as breach of contract, but shall take all necessary remedies to reduce the losses caused by force majeure. In case of force majeure, the party shall notify the other party of the event in writing as soon as possible, and submit a report on the reasons for the failure or partial failure to perform the obligations under this Agreement and the need to delay the performance to the other party within 15 days after the occurrence of the event. If the force majeure event lasts for more than 30 days, either party has the right to terminate this agreement by written notice.
2、 Documents for future reference
(i) Resolutions of the 7th Meeting of the 4th board of directors;
（2） Resolutions of the 7th Meeting of the 4th board of supervisors;
（3） Prior approval opinions of independent directors on matters related to the seventh meeting of the Fourth Board of directors; (IV) independent opinions of independent directors on matters related to the seventh meeting of the Fourth Board of directors;
（5） The conditional effective share subscription agreement signed in this transaction.
It is hereby announced.
Fujian Boss Software Corp(300525) board of directors
December 29, 2001
